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Statutory Updates & Filing Office News

Legislation Effective January 1, 2015

ALABAMA

House Bill 2 (Act No. 2014-144) signed by the governor March 11 and effective January 1, 2015 enacted the Alabama Limited Liability Company Law of 2014 which until January 1, 2017 would govern only (i) LLCs formed after January 1, 2015, and (ii) LLCs formed prior to January 1, 2015 that elect to be subject to the provisions of the act, and after January 1, 2017, the new act would govern all LLCs. The bill text can be accessed at http://ali.state.al.us/documents/HB2.pdf

Senate Bill 1041 signed by the governor September 29 and effective January 1, 2015 makes various technical, non-substantive and clarifying changes throughout the Corporations Code in preparation for the Secretary of State automated filing system. Among the changes are a foreign LLC that adopts a new name must relinquish an alternate name and reinstatement of a fraudulently terminated business entity is conditioned upon the business entity concurrently submitting for filing an amendment to change its name to eliminate conflict. The bill text can be accessed at http://legis.delaware.gov/LIS/lis147.nsf/vwLegislation/HB 345/$file/legis.html?open

House Bill 5322 (Public Act No. 1042) signed by the governor August 25 and effective January 1, 2015 amends the Common Interest Community Association Act to permit the use of technology in any condominium instrument or any provision of the act concerning notices, signatures, votes, consents, or approvals. The bill text can be accessed at http://www.ilga.gov/legislation/publicacts/98/098-1042.htm

House Bill 319 (Act No. 328) signed by the governor May 30 and effective January 1, 2015 repeals the existing Business Corporation Law and enacts a Business Corporations Act modeled after the Model Business Corporations Act as recommended by the Louisiana State Law Institute. The bill text can be accessed at http://www.legis.la.gov/legis/ViewDocument.aspx?d=912786

House Bill 2582 (Chapter 172) signed by the governor April 19 and effective January 1, 2015 enacted the Public Benefits Corporation Act. A public benefits corporation must state it is either a general benefits corporation, a general benefits corporation that elects to also pursue specific public benefits, or a specific benefits corporation, and these words or the abbreviations “GBC” or “SBC” must be included in the corporate name. The bill text can be accessed at https://www.revisor.mn.gov/laws/?id=172&doctype=Chapter&type=0&year=2014

MISSISSIPPI

Senate Bill 2322 signed by the governor March 19 and effective January 1, 2015 enacted the Mississippi Entity Conversion and Domestication Act with a fee of $50.00 to file a statement of conversion or statement of domestication and a fee of $25.00 to file a statement of abandonment.. The bill text can be accessed at http://billstatus.ls.state.ms.us/documents/2014/html/SB/2300-2399/SB2322SG.htm

Senate Bill 1505 (Chapter 899) signed by the governor May 9 and effective January 1, 2015 revises the Nonprofit Corporation Act regarding notices, filing requirements, filing fees, indemnification and liability, actions without a meeting, proxies, inspectors of election; the exercise of powers of directors, liability for unlawful distributions, duties of officers, removal of officers, conflict of interest, charter and bylaw amendments, mergers, membership exchanges and conversions, transfers of assets, and other provisions. The bill text can be accessed at http://state.tn.us/sos/acts/108/pub/pc0899.pdf

Arizona

The Corporations Division of the Arizona Corporation Commission posted a summary of legislative changes effective January 1, 2015. Benefit corporations with an additional specific purpose of creating a “general public benefit” can be formed starting January 2 and must file with the Corporations Division both an annual report and an annual benefit report. The Arizona Entity Restructuring Act streamlines procedures for filing with respects to mergers and domestications and allows conversion of one entity type to another. State forms will be posted on the website by the end of December and use of the state forms is not mandatory. More information is available at http://www.azcc.gov/Divisions/Corporations/Legislative-changes-update-Dec-2014.pdf

Louisiana

January 1, 2015 is the effective date of House Bill 319 (Act No. 328) that repeals the existing Business Corporation Law and enacts a Business Corporations Act modeled after the American Bar Association’s Model Business Corporations Act as recommended by the Louisiana State Law Institute. Among the changes are approval of unanimous governance agreements, the percentage of votes required to approve measures, and provisions regarding director conflict of interest transactions, derivative shareholder suits and shareholder appraisal rights. The bill text can be accessed at http://www.legis.la.gov/legis/ViewDocument.aspx?d=912786&n=HB319 Act

Massachusetts

House Bill 4380 (Chapter No. 371-2014) signed by the governor and effective November 10 amended the Limited Liability Company Act to clarify that upon dissolution, and notwithstanding the filing of a certificate of cancellation, a LLC continues its existence but may not carry on any business except as necessary in connection with the winding up of its affairs or distributing its assets. The bill text can be accessed at https://malegislature.gov/Laws/SessionLaws/Acts/2014/Chapter371

Michigan

The Department of Licensing and Regulatory Affairs (LARA) Corporations, Securities, and Commercial Licensing Bureau (CSCL) announced that 2015 annual statements for limited liability companies (LLC) and professional limited liability companies (PLLC) were mailed to resident agents of record with the CSCL Corporations Division. LLCs and PLLCs are required to file the annual statement by February 15 of each year. More information is available at http://michigan.gov/lara/0,4601,7-154-10573_11472-342082–,00.html

Minnesota

Annual renewals must be filed by December 31 to avoid statutory dissolution and reinstatement. The Office of the Secretary of State Minnesota Business & Lien System can be accessed to file renewals online at http://mblsportal.sos.state.mn.us/

The Office of the Secretary of State on Monday, December 8 plans to launch a newly designed Business Services website and among the new features will be online filing of annual reinstatements and searches for prior business names. The office also announced that the fee structure for document copies will change to a flat $3.00 per filing and copies of completed business filings will be delivered in person at the Business Services public counter or by mail and originals will no longer be returned or mailed.

Public benefit corporations (PBCs) may file in Minnesota effective January 2. A news conference with the Secretary of State is planned January 2, at 10:00 am at the Business Services Division in St. Paul, and companies will have the opportunity to be the “first to file” as a PBC. The public benefit corporation legislation may be accessed at https://www.revisor.mn.gov/statutes/?id=304A

Nevada

The Secretary of State Commercial Recordings Division posted its year-end filing policy. Any non-expedite new filings, amendments, mergers or any other filing processed by the New Filings and Amendments Divisions received on or before December 31 will receive a 2014 file date if that filing is in fileable form. More information is available at http://nvsos.gov/Modules/ShowDocument.aspx?documentid=3572

Rhode Island

The Office of the Secretary of State launched an email subscription service which permits an officer, director, partner, manager, member or other authorized representative of a business entity to receive an email notification whenever a filing is posted for the business entity. More information is available at http://sos.ri.gov/business/subscription/

Tennessee

The Secretary of State posted a warning to Tennessee corporations regarding a deceptive solicitation from “Tennessee Council for Corporations” to prepare “corporate consent records” for a fee of $125. More information is available at http://tnsos.org/Press/story.php?item=928

Virginia

The State Corporation Commission (SCC) Clerk’s Office issued an alert to Virginia corporations regarding a deceptive solicitation from “Virginia Council for Corporations” to prepare corporate consent records in lieu of meeting minutes for a fee of $125.00. The solicitation form is neither required by Virginia law nor authorized by the SCC and will not be accepted for filing by the SCC. More information is available at http://www.scc.virginia.gov/clk/files/corprec3.pdf

Washington

The Secretary of State updated a consumer alert regarding deceptive annual minutes solicitations sent by Annual Business Services or Compliance Services or Corporate Records Services to business entities registered in Washington state. More information is available at http://www.sos.wa.gov/corps/consumeralert.aspx

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